I'm Beneath You
by ILoveRomances
Summary: Spike turns to Willow after Buffy's rejection. She reacts to his motives.
1. Chapter 1

A/N: In this fic, Tara is just a friend and Spike did not sleep with Harmony. Xander is a student in college (which he should have been all along) and Buffy is dating Parker.

Willow was so lost in her thoughts that she didn't notice the wrong turn she's made back from the cemetary. She found herself outside the Bronze. Maybe she wasn't lost. Maybe she just needed someplace where she could be around people again. Even though she refused Oz when he came back for her, she couldn't help wondering if she'd made a mistake. Usually, she didn't think she had. She couldn't go back to Oz because his love for her hadn't been able to withstand a simple attraction to someone else and it wasn't just another attraction, it was a stronger one. She had only had two men interested in her in her whole life and both of them, no matter how much they loved her, left her for someone more desirable. She knew she wasn't very attractive, but she was a good and nice person, shouldn't that count for something. Apparently not. She was jostled out of her thoughts by a very unusual display. Spike, the Big Bad, lying on the ground in a defensive position, crying! Spike? Crying? She hurried over to him, "Spike, are you hurt? What happened?"

He looked past her, completely ignoring her, staring into space. She shook him and looked deep into his beautiful blue eyes. She got lost for a minute or two. She brought herself back to the situation.

"Spike, stand up, I'll walk you home."

At another time, that comment wouldn't driven them both into fits of laughter. Now, it sent chills down her spine. Spike was the strongest person she knew. She had never seem him lose control, even when he up against the wall or lashing out in anger, he was still always in control and he certainly never cried. Except. Druscilla. When he had kidnapped her and Xander, he had cried over Dru. That must be what was wrong with him. She had walked with him, half carried him back to his crypt. The entire time he said nothing. She sat him down on his bed.

"Spike, are you alright? Please say something. You're scaring me. Did Dru come back? Is that why you're so upset?"

"She...she rejected me." Spike said shakily, his voice breaking. He collapsed into tears again.

"Oh, Spike, it's going to be okay. I promise. It's going to be okay. I'm here. I'm not going anywhere. Please don't cry. Everything is going to be alright. You don't have to say anything."

She hugged him close to her and ran her fingers through his hair. He sobbed into her shoulder. She held him tighter. Suddenly he started kissing her neck and running his fingers through her hair. She started to protest but then quickly gave herself to the moment. She looked at him and saw him looking right through her, but the way he made her feel when he touched her, it didn't matter. He made such passionate love to her that she never would have believed it capable of Spike. But then again, he wasn't making love to her was he, he was making love to Dru. Just like Oz had been with her when he was thinking about Veruca. She tossed those thoughts aside and gave herself over to sleep.

She awoke in his arms. He had nestled into her while he was sleeping. He looked so incredibly peaceful while he slept, probably thinking of Dru. Oh no! He probably thought he really was making love to Dru last night, what we he going to say when he realized it was her. Would he be disgusted or angry? The rumbling of his awakening pulled her out of her thoughts. "Good morning, luv."

"Good morning, Spike. About last night I...I didn't mean to take advantage like that. Please forgive me."

"I think it was the other way around, pet. You were just trying to help a bloke, not get shagged. What can I say though, I'm a demon."

"You mean, you...you knew that it was me?"

"Who else could it have been, Red, the soddin' Slayer?" he added with a note of regret that she didn't pick up on..

"It's just you didn't say anything and you looked right through me, like you were thinking of someone else."

"Like you weren't thinking of the wolf, pet?"

"No, I wasn't. Well, not the whole time anyway."

"Same here, Red. Care for a repeat performance? Meet me back here at 7:00."

"Spike, I..I don't know. I don't usually..."

"Oh hell, luv, live a little. It can be fun."

"So I noticed. Alright, I guess I'll see you here then."

"Oh, no, I'm going to be late for psych class. I'd better go." She hurriedly jumped out of bed and began looking for her clothes.

"See you at 7:00, Pet." He pulled her back to bed and gave her a passionate kiss.

"Count on it." She reluctantly pulled herself out of his arms and headed out into the sunlight.

Willow rushed back to her dorm room. Only twenty minutes to shower and change before her psych class.

"Willow! Are you alright? I was just about to get the gang together to look for you." Buffy said as she ran over and hugged her.

"Why, Buffy?" Willow said puzzled.

"Why! You haven't been home all night. I was with Parker, so I didn't notice until this morning. Your bed hasn't been slept in." Buffy explained.

"Did it ever occur to you that my bed hasn't been slept in for the same reason yours hasn't been, hmm?" Willow teased.

"Well, actually no, I thought you were still hung up on Oz and you didn't tell me that you met someone, who is it, Willow." Buffy probed.

"Buffy, I have a right to my privacy, I'll tell you when I'm a little more sure about where this is going."

"From net girl to secrecy girl, huh, well, he's really lucky to have you Willow, and I'm just so glad to see you so happy and not all mopey like Angel."

"Thanks, Buffy, so how'd your talk with Giles go last night, did you find out anything?"

"Kinda, Giles couldn't help me, so I had to go to someone else, a very unreliable someone else. It got kinda weird actually. I'm still trying to figure out what he was doing..."

"Buffy, you're rambling. My job, remember? So who are you talking about?"

"Oh, nobody, just Spike!"

Willow's face paled. Just Spike. Buffy's never going to accept this when I tell her. "Spike, what does he have to do with this?"

"Well, I got him to tell me what the other Slayers did wrong for him to be able to kill them. And all he says is they didn't do anything wrong, they just gave up. Lost the will to live. I still don't know whether or not I believe him, but that's not what's bothering me. He got really weird last night, I mean weirder than the Hellmouth weird."

"What did he do, Buffy?"

"He..he tr...he tried to…" Buffy giggled.

"Buffy, what did he do?" Willow yelled impatiently.

"He tried to kiss me!" Buffy dissolved into pools of laughter.

Willow's heart dropped. Her knees went weak. "He...he did. What did you do?"

"I threw him down and made mad passionate love to him, what do you think I did, Willow, I told him that he was beneath me and just left him there, he was putting up a really good act groveling. He is such a jerk. One of these days, I'm just going to stake him. God only knows  
why I haven't already."

"Willow, are you okay? You don't look sick."

"No, I'm fine, but I won't continue to be if I don't go to class now, Buffy. See you la..later." Willow hurried out.

What's gotten into her and who is this mystery man? I will find out! Buffy wondered.

Willow ran to the restroom and collapsed against the stall. So this is what last night was all about. It wasn't Dru that rejected Spike. It was Buffy. He did say that he knew that it was Willow that he was with last night. That was the reason -- he was just using her to get back at  
Buffy. She was his second choice. First Xander, her first love, completely ignored her in favor of Buffy, then Cordelia, then Faith. Then Oz, the only guy who had ever loved her, slept with Veruca and he as much as admitted that he was more attracted to Veruca than her. And  
now, here she was again being someone's second choice. No wait, third, first Dru, then Buffy, then her. He'd rather have someone who wanted to stake him than someone who wanted to love him. All the men in her life did. She couldn't go through that again. She wouldn't. When was  
she finally going to find someone who wanted her, just her and not just because they couldn't get the person they really wanted. She wiped, practically scrubbed, her tears away, straightened herself up, and rushed to class. All eyes were on Willow as she walked through the door.

"This sort of tardiness may have been acceptable at your last school, Ms. Rosenberg, but it most certainly will not be tolerated here. You lose one grade point off this week's assignment." Professor Walsh bellowed.

"Yes, Professor Walsh. It won't happen again" Willow shyly held her held down.

"It had better not, next time it will be two grade points." she said unsympathetically.

Matters were not helped much as Professor Walsh drolled on with her lecture 'The Irrationality of Love'. Willow was fighting back tears at the lecture's ending. She ran out of class. She stood against a corner, her face turned away from the throng of students. She found a  
hand on her shoulder. She turned around expecting to see Xander. Instead she found....

Meanwhile the clock is getting closer and closer to 7:00.

"Riley! What um...what are you doing here." Willow said with a tear-stained face.

He reached out his hand brushed the tears away. "Willow, are you alright? I remember how upset you were that day in the street over Daniel Osborn and then later when he left....I thought you had been getting over him." Riley asked concerned.

"I was, until it happened again."

"What do you mean? He came back!"

"No, it happened with someone else."

"Someone cheated on you!" Riley shouted angrily.

"No, not exactly. He wasn't mine in the first place." Willow said regretfully. He gave her a puzzled look.

"What I mean is, I thought he might have cared about me, but he was just using me to get back at Buffy, just like always. I can't believe I was so stupid as to think someone might actually choose me when they knew Buffy..."

"Willow, listen to me, you are not stupid to think that. The first day I saw you and Buffy. I wanted to ask you out, not her, I mean she's pretty and all, but frankly you're more beautiful and smarter and have it more together than she does, but then you mentioned your boyfriend. So then I got to be the concerned friend, which is good, but it's not boyfriend and girlfriend...which would be good too...unless of course you wanted to be boyfriend and girlfriend...I mean consider it.. that is...I mean..do you mind if I walk you back to your dorm?"

"Huh? Oh, well actually I don't feel like going back to my dorm tonight, Buffy would ask too many questions and I don't really want to tell her anything right now."

"Can I walk you there then?", he asked nervously.

"I would like that. Thank...thank you, Riley." Willow replied shyly.

"You are very welcome, Willow." Riley said with longing in his eyes.

That felt so nice. He said she was beautiful and smart and together and he had always wanted her over Buffy. He called her Willow, he treated her like she was a woman. He didn't call her pet, or Red, or little witch, like she could have been anyone. Replacable. There was only one Willow, okay, so a few other people had that name, but there was only Willow in Riley's life. For the first time, she didn't have to compete with anyone. It felt wonderful.

Spike had spent all morning thinking and he was tired of it. Last night had been unbelievable. First, he relived his human past with the Slayer of all people. Then he had made a fool of himself by making a pass at the bloody Slayer. When she said that he was beneath her, that's when he finally realized it. He didn't love, he didn't even want her. Her high and mighty attitude just reminded him of Cecile. One hundred years later and he still loved her, but after waking up in  
his Red's arms, he realized he didn't have to ache for Cecile anymore. Hell, he definitely didn't lust after Slutty anymore. He now understood that after talking about killing two Slayers, he just needed some way to hurt the Slayer. With the chip in, that's the only aggressive act he could do to her, twisted reasoning that it was. With Red, he wasn't doing anything to her, he was making love with her. There was only passion and he hoped love on her part.

He had been fantasizing about the little witch for over a year now. He just never thought he'd get a chance with her unless he turned her. But she was concerned about him last night. Concerned enough to let him make love with her. He knew he had to take his time with her. She had been hurt so much by that damn wolf. Speaking of time, where was she? It close to 7:30 and Willow was always on time. That's one of the things he loved about her, she was so reliable. Good old Willow, ordinarily that would be an insult, but that quality in Willow was precious. 7:32, that's it. I'm going to go find her.

Spike waited outside Willow's dorm room, he could hear Slutty on the phone, talking to some guy. Even with his vampiric hearing, he could only make out snippets of the conversation. "Computers, reading, fluffy sweaters, she hates frogs." It sounds like she's talking about Red.

"Right, just go slow with her, she's been hurt so much and before. She's the very last person in the world that deserves that kind of pain and I will have to kill you if hurt her. So she's staying at her parent's house tonight, huh? Well, tell her I won't wait up for her then. Goodnight, Riley."

Riley! I'll kill that damn soldier boy if he even thinks about touching my Willow! Ow! That blasted chip was creating an earthquake in Spike's head.


	2. Chapter 2

Just as Buffy put the phone down, she heard a loud banging. Her slayer sense was going crazy, stake in hand, "Oh, it's just the Impotent One."

"Shut up, Slayer, what's Red doing with Soldier Boy?" Spike demanded.

"Make that eavesdropping Impotent One. What Willow's doing is none of your business", she said haughtily as she stepped outside the invisible barrier.

Spike's hand wrapped around her throat, "What...is...she..doing...with...him? She's mine!" he growled out.

Buffy released herself, with more than a little degree of difficulty from his grasp. "What the hell, Spike, the chip? Wait, wait, she's yours? That chip finally has driven you even more insane than you already were, hasn't it? Is this some kind of vampire marking your meal thing? don't even think about biting Willow. I'll shove this stake so far up your..."

"I'm not talking about biting the chit. I mean she's mine. We're together."

"That's laughable. You really have lost it. First, you try to kiss me last night and now.... Willow couldn't want you. She wants Riley. She was with him last night. They're together."

"You stupid twit. She was with me last night."

"No, she wasn't Spike. She was with Riley. She went on and on about it. She would have kept on going if I hadn't told her about that little stunt you pulled last night."

"You bloody bitch! That's why she's with Soldier Boy! he angrily ran out.

"Over my dead body, Spike. I am not going to let you interfere in Willow and Rileys lives'. They both deserve someone as good as each other. Spike and Willow, that's a laugh." Buffy said to herself, before she too, raced out.

On the way to Willow's house, she spotted Parker. Parker, making out with some girl on a bench. He was telling her the same things he had told her to get her to bed. She steeled herself, "Hello, Parker."

He quickly pulled himself from the girl. "Buffy, what a surprise. We didn't have plans tonight, did we?"

"No, no plans at all." she said sadly.

"Uh, will you excuse me for a moment" he said to the girl. He pulled Buffy aside, "Listen, Buffy, about what you saw, you're not upset are you, I mean you didn't think this was exclusive did you. I mean I never said that..."

"No, why would I be upset that you've been sleeping with me for months, but it didn't mean anything to you. I mean you're free and clear aren't you, after all **you** never said anything, so that makes everything okay. I get you."

"Good, because..."

"Parker"

"Yes" She hauled off and sucker punched him.

"I **so** don't have time for this. And I hope you're not upset because I never **said** that I was going to do that." She happily ran off.

Spike found the happy couple walking side by side laughing, stopping just outside Willow's front door. "Well, well, well, what do we have here."

Willow and Riley turned around in surprise. "Hostile 17, what do you want?"

"Yeah, Spike, Buffy's not here. Try the dorm." Willow said coldly. She was shooting daggers at him. This was not going to be easy. Willow quickly turned back around and invited Riley in for a cup of coffee.

"What, Willow, what you are doing, I'm not looking for the Slayer, Pet, I came here for you. We had a date."

"What!" Riley and Buffy answered in surprise as Buffy appeared behind Spike, stake at the ready.

"No, Spike, what we had was a mistake. The only date I have is with Riley, if he's still willing. Are you?" She asked him coyly.

He happily nodded yes and they walked inside.

Spike made a move to follow them when he felt the Slayer's hand on his shoulder.

"Don't even think about it, Spike!"

"Where do you think you're going, Spike."

"Not that it's any of your business, but I'm going to see my girl."

"She's not yours, Spike, do you have a hearing problem. She told you so herself. Whatever happened between you two was a huge, monumental mistake that I will definitely be lecturing her about later. Now go away." Buffy demanded.

"I can't. We belong together." Spike insisted.

"If you belong together, why were you hitting on me less than 24 hours ago." Buffy huffed.

"I...I don't know. It doesn't matter now anyway. Red's the one I want." Spike asserted.

"Well, Spike, right now she wants Riley, so that means you either leave her alone or you get up close and personal with Mr. Pointy, got it." Buffy threatened.

"Got it, Slayer, this isn't over." Spike stated.

Well, at least it's back to 'Slayer' now, William. By the way, how and when did you get your chip out?" Buffy wondered.

"Who says I did?" Spike smirked.

"You must have, you pushed me earlier and you didn't get a headache." Buffy pointed out.

"Who says I didn't? It's simple. I care about her more than I do about a soddin headache." Spike revealed.

Woah, is Wills ever in serious trouble.

"So....." Willow said.

"So...." Riley replied.

"Well"

"Well"

"Look Willow, did you invite me in here to talk or just to repeat everything I say." Riley enthused.

"Sorry, I guess I'm just a little overwhelmed right now. A lot has happened in the past 24 hours. Between Buffy and Spike, me and Spike, you and me, back to Spike and me, and I just..."

"Willow, you're rambling. Listen, I really like you, but if you really want to be with Spike right now. "

"No, I don't, I mean I don't know, I mean I don't want to want Spike."

"Willow, you're rambling again."

"Sorry, it's just..."

"You're confused."

"Yeah."

"Too confused to go on another date with me tomorrow night."

"No, not that confused. I'd love to."

"Oh, that's alright. I understand if you don't want to – oh you will.. I mean you do. I mean you said yes."

"Riley, now you're rambling."

"Oh, sorry, you know, but sometimes when I get really excited. I start saying whatever comes out of my mouth and then I can't stop."

"Riley, you're doing it again."

"Oh, well...we make quite a pair don't we." he said as he looked deep into her eyes.

"Yes, we do." she stared back equally at his puppy dog eyes.

Damn, I'm out of fags. Why hasn't he gone home yet? I hate that bastard. Always acting like such a goody-two-shoes. I know he's in there right now trying to get up her skirt. She's not so mad at me that should would sleep with him, is she. Why did I have to start getting all mushy about the freakin Slayer. Red and me would be shagging right now if that bitch hadn't said anything. Now Willow's in there with Soldier Boy. I can't believe she would sleep with that..that WANKER!

The door swung open, "Goodnight, Willow. I had a really nice time. I can't wait to do it again tomorrow." He looked up the sky. "Or later on today, actually." he laughed.

"Me too, Riley, call me later and we'll set a time up okay."

"O...Okay. Willow, may I have a good night kiss."

"Yes, you may, kind sir." Willow giggled out.

He leaned over and gave her a long, slow, sweet kiss on the mouth.

Damn him. Well, at least they weren't sleeping together. That kiss didn't come close to any he and Red had had. Except maybe the one he had with her when he was drunk. If he really thought about it. He had been interested in her since then, but the constant battle with the Slayer, overshadowed everything. Not anymore. He had to convince her of that. After Soldier Boy walked off, he went over and knocked on her door.

"Riley, did you forget something...Spike, what are you doing here. I told you, last night was a mistake and Buffy's not here. So go away." Willow demanded.

"I can't Red. It's five minutes to sunrise. If I go, it'll be as a little pile of ashes. Now you don't want to do that to little old Spike now would you, Red?" he smirked and gave her his best butter-wouldn't-melt-in-my-mouth face.

"Oh well, when you put it that way" she gave him a big coy smile and slammed the door in his face.

"Pet, Red, luv, come on, it's getting awfully toasty out here."

"And?"

"You wouldn't want the love of your life to burn to death, now would you?"

"Riley's perfectly safe back at his fraternity house."

"Now that hurt, luv"

"Good."

"It burns! This is it, Red, after 126 years this is it, I'm finally going to go poof. I just want you to know I lo.."

"Get in here, Spike. Don't you dare say it. It's a lie, anyway."

"No, it's not Red. It's how I feel."

"Yeah, right" she smirked. "Now you can stay here until nightfall. Don't take anything and don't give me that look because I know it's not beneath you. I'm outta here."

"Where are you going, Pet?"

"Don't call me, Pet, my name is Willow. Riley gets that, why can't you."

"Do you have to keep bringing Soldier Boy into this, Pe..., Willow."

"I'm not bringing Riley into this, he's already in it. You, however, are so far out of my life that...Anyway, it's no concern of yours where I'm going. You just be gone by the time I get back. Unless of course you want to come with" she offered with an evil grin as she pointed to the curtains. "No, I didn't thik so."

"Red, Willow, you can't just" the door slammed shut at his words, "Oh bloody hell!"

Willow spent the next hour explaining to Buffy everything that happened between her and Spike and her and Riley. Then she spent the next two hours comforting Buffy over the much-anticipated breakup with Parker. Thank God it was Saturday. She finally collapsed into a deep sleep. Eventually she awoke.

"Well, finally Wills, I was going to douse some cold water on you in a second."

"What, what time is it, Buffy?"

"It's almost 6:00, which means you have almost an hour to get ready"

"Get ready for what?"

"Wow, forgettting a date with a hot guy like Riley Finn, you really must be exhausted Willow."

"Oh right, the date! I totally forgot. I've only got an hour. How am I gonna get ready in an hour? What am I going to wear? What exactly did he say on the phone? Did he say where we were going?"

"Calm down, Willow, you're starting to hyperventilate. Besides, it's not like your going to sleep with him. It's only your second date. But then again, after Spike, who knows with you?"

"Hey, Buffy, don't remind me. I will never make that mistake again. I've finally found someone who's sweet and kind and considerate and who adores me. The complete opposite of he who shall remain nameless."

"Yeah, well, he who shall remain nameless, unfortunately is not planning on remaining invisible. He's got it bad, Willow, which is bad. Are you sure you don't too, Willow. Take it from someone who knows about transferring feelings."

"You've been listening in class again, haven't you. You're becoming an actual student. What's Xander going to say? If this gets out, he'll lose all respect for you."

"Very funny, Wills, nice distraction technique by the way. So do you know how you feel about Spike?"

"No, I don't know and I don't care. I'm moving forward with Riley. He's a wonderful good guy. Don't I deserve someone like that?"

"Of course, you do Willow, but we don't always get who we want or deserve or the person who deserves us, we get who we get."

"Are we talking about me and Spike or you and Angel."

"So, are you excited about tonight?"

"Oh, now who's distracting. Okay, I can take a hint. Yes, I'm excited, but I don't know what I'm going to wear. Help me, please?"

"As much as I would love to help you, fashion-wise Willow, this time I don't have to." She went to her closet and giddily pulled out a short black dress with spaghetti straps.

"Wow, Buffy, it's beautiful. Thank you."

"It's not mine, Willow, it's yours. Riley sent it over with a note. I hope you don't mind, but I just couldn't help peeking. Are you mad at me? Buffy pouted.

"No, I'm not mad at you, but I do think that actually taking it out of the package and hanging it up is a little bit more than peeking." Willow giggled.

"Point taken, now try it on."

"Oh, I still have to shower and brush my teeth. Where's the note?"

"Oh, here it is. It's beautiful."

"Uh-huh, Miss Peek, let me read it."

_To the most beautiful woman in the world, _

_In your heart I see love _

_In your eyes I see forever _

_In your mind I see power _

_In your body I see passion _

_In your face I see beauty _

_In your voice I hear music _

_In your laugh I feel joy _

_In your smile I see the sun _

_Please wear the perfect dress for the perfect night. I'll pick you up at 7:00. _

_Your most sincere admirer _

"Oh, Buffy, he is too good to be true."

"You're telling me, I was practically drooling."

"Oh, I'd better get ready. Please stay and help me."

"Are you kidding, I wouldn't miss this for the world."

A half hour later, a note slipped under the door.

_Beautiful Willow, _

_Change of plans, a woman like you deserves an entrance. Meet me at Puccelli's Restaurante at 7:30. _

_An impatient man _

"Wow, he wants me to meet him there, Buffy. I'd better hurry. Do I look alright?"

"You look beautiful Willow. Knock him dead."

"Don't say knock him dead on the Hellmouth, Buffy. That tends to happen literally around here."

"Good point. Well, Cinderella, you'd better get this show on the road and Willow."

"Yeah."

"Have a wonderful time. You deserve it."

"Thanks, Buffy. I'll tell you everything later."

"I'll hold you to that."

Damnit. Bloody car. He was going to be late for the big night with Red. He had gone through a lot of trouble to set things up. What if he never got another chance? Everything had to be perfect tonight. That damn Soldier was closing in fast on what was his. For the millionth time, the chip went off. How the hell was he supposed to get through a whole evening without thinking about torturing him.

"I don't know about this, Forrest. I'm really not in the mood to go dancing. I'm still kind of shell-shocked. Tonight was supposed to be a great night. I finally got a date with Willow and Hostile 17 shoots me down before we even got a chance."

"Well, you just have to figure a girl like that hasn't got it all upstairs anyway. Dating a vampire, she has to be loony!"

"Don't say that about her, man. You don't understand. She's really sweet and beautiful and trusting. A guy like that is real good at playing with someone like her. Maybe if I keep trying, she'll see through him."

"Give it a rest, man. You said you called and he answered. What more proof do you need."

"Still, something just doesn't seem right about it. Willow doesn't seem the type to not call you back and cancel a date."

"What difference does it make. It's over. Come to the dance. Get your mind off her, besides she's friends with that freak, Buffy Summers. We need to start hanging out with normal people again. Now the Initiative is shut down, consider us on vacation. As in fun. Fun as in lots of women. Not some headcase with the hots for a Hostile."

"You're right. I should just move on. I should move on, shouldn't I?"

"Why do I bother? Bartender, get this man a drink, something strong."

Willow strolled through the lobby of the hotel. She had no idea that the restaurant was located in a hotel. Was Riley expecting...?" No, he wasn't that forward, was he?


	3. Chapter 3

Willow had been standing around for 10 minutes. Where is he? Just then she caught a sign indicating the fraternity house 'Black and White Ball'. She waltzed in and ran straight into Forrest.

"What are you doing here? Came here to rub Hostile 17 in Riley's face?" Forrest sneered.

"What are you talking about, Forrest, and stop it with the Hostile 17 talk. His name is Spike, not that it matters." Willow said defensively.

"He'll always be Hostile 17, just because you name an animal doesn't mean it's not an animal anymore and what do you mean what am I talking about. Have you forgotten already? I'm talking about you standing Riley up for that monster!"

"I didn't stand Riley up, he stood me up, he invited me here and I don't see him anywhere."

"He didn't stand you up, he called to make plans and Hostile 17 said that you two had gotten back together."

"Together, we were never together. He must have been the one who wrote the note. Where is Riley, I have to find him and explain."

"He's over by the bar. Man, will he be glad to see you. He's been droning on and on about you for the past hour."

Willow rushed to meet him. She immediately noticed his disheveled appearance at the bar. "Riley, you look, you look...drunk."

"And you look beautiful, Willow. I'd say that even if I wasn't drunk. That didn't come out right. You look beautiful, Willow."

"Thank you, Riley. I just wanted you to know that I didn't stand you up. Spike lied as usual, I let him spend the night, but not with me. I stayed at the dorm. The only reason I let him in was because it was close to sunrise. Please believe me."

"I do believe you, Willow. I should have known it was something like that and I definitely should have known that Hostile 17 was lying."

"It's okay, Riley, really and I would like to continue our date, tomorrow, of course, you look a little under the gills."

"I'm so sorry, Willow. I really wanted tonight to be special."

"It is special, Riley. We're both here together, unfortunately only one of us is sober. Why don't you let me take you upstairs. You can sleep it off."

"That would be good. Wait a minute, upstairs? I couldn't let you pay for a room and I don't have that much with me."

"Oh, it's no problem, it's on Spike I'm sure." Willow laughed.

"Huh?" he queried before he passed out. After getting Forrest's assistance, she pulled the covers over him, tucked him in, and gave him a peck on the cheek.

He ran into the lobby and immediately halted. Red was a vision from head to toe. Her wispy red hair was pulled up, away from her breathtaking face. He got a full view of her long back and the crisscross straps in back dipped to the top of her firm round bottom. She seemed to wiggle as she turned around and saw him. He lifted his eyes up from his previous view and lost himself again. His aqua blue eyes stared long into her powerful deep green ones.

She lost herself in him as well. He, Spike, aka William the Bloody, was wearing a tux. In truth, it made him look a little thin, but she could still make out his manly biceps and taught chest. That gorgeous blond hair made a startling contrast to the black of his tux. Still, he was still Spike with a red handkerchief. Handkerchief, which one uses when they cry, like he was crying over Buffy. She snapped herself back into mission mode.

"Willow, wha...what are you doing here?" he said in a hoarse voice. Get ahold yourself, Spike. You sound like a bloody wanker.

"Not that it's any of your business, Spike, but I'm waiting for Riley. We have a date tonight at a fancy restaurant. What are you doing here?"

"Well, Red, I have to tell you something. I'm the one who sent the notes. When Soldier Boy called today to make plans, I scared him off. Ran off like the nancy boy he is."

"Really, Spike? And why would you do something so evil?" she said in an innocent voice.

"It wasn't evil Red, I just wanted...needed to explain to you what happened the other night, pet."

"I don't need an explanation, Spike. I know what happened the other night. You wanted Buffy, and you settled for me or maybe you chose me to get back at her. I don't know exactly, but then again I don't care. Excuse me, I'm going home."

"No, wait, please. Just stay and have dinner. Then if you still feel the same way, I'll stay out of your life. Promise." he said with a devilish grin.

"Oh, just like you promised Buffy that you were never coming back to Sunnydale. We all know how that turned out."

"Could you not bring up Buffy please, Red, you're making this hard enough as it is. Please just have dinner with me and listen."

"That's all you want, Spike, for me to listen."

"Yes." he said sincerely.

"Fine, just dinner, then I'm leaving, and you'll leave me and Riley alone."

"Cross my heart and hope to die."

"If you're lying Spike, then I will put a cross to your heart."

He gulped. He took her arm and led her into the restaurant. It felt so good to be able to touch her again, even if just for a moment. Her light perfume was intoxicating and the sweet smell of her blood was overwhelming. Willow was surprised led them to a special table. It was secluded and had a lovely view of the lake. The moonlight shining through the window made Spike looked like a god, but then he always looked like that. He smiled at her and pulled out her chair for her.

"Red, I hope you don't mind, but I ordered for you. I hope you like it."

"Sure, Spike, why not? It's all about what you want anyway, isn't it?"

He continued on as if he hadn't heard her. She was not going to make this easy. "Willow, I'm sorry about what happened with Buffy. It didn't have as much to do with her as it did this stupid chip in my head."

"Oh, the chip made you try to kiss her. Yeah, that must be the aphrodesiac program that's all over the internet. They say it's going to be bigger than Microsoft." Willow retorted venomously.

"That's not what I mean Red, it's not the chip directly, it's not being able to kill, I mean fight the Slayer." he said nervously. Telling her how much he wanted to kill her best friend was not going to get him back into her good graces. "Let me ask you this, Pet, haven't you ever had an enemy that you were always fighting."

"Of course, we fight vampires and demons all the time. No wait, what was that you said, Buffy fights and we're just her groupies. So no, I guess I don't have any enemies besides you."

He continued right on. "What I mean is, pet, I've spent years fighting the Slayer. Hell, I've killed two of them, after they started it, of course, you know just defending myself. Anyway, when they put this chip in my head, I couldn't fight the Slayer anymore. Do you have any idea what's it like when you can't fight your worst enemy, I had to do something to hurt her. What better way to hurt someone than to love them.

"Oh, so now you're saying that not only were you making a pass at Buffy, you're in love with her. Oh, great, I'm glad you felt it necessary to sleep with me to figure that out. Bye, see ya!" Willow made a motiion to move and he quickly reached an arm out to calm her down into sitting back in her seat.

"That's not what I mean Willow. I'm not in love with the Slayer. I love you.." Spike asserted.

Willow cut him off, "Since when Spike, You've said it in a thousand different ways since I've known you. There's nothing to love about me. Remember 'you couldn't even keep Dogboy happy. Every time I see you Spike you're telling me how helpless and pathetic I am. Well, Riley doesn't see me that way. So why don't you just leave us alone." Willow huffed.

"Because I love you, pet. I didn't mean those things I said before. I just don't want you to get hurt. You are human, pet. The Slayer isn't exactly." Spike reasoned.

"Yet again, we're talking about Buffy. Why did you invite me here, Spike?" Willow was nearly in tears.

"Red, please calm down. I didn't mean it like that. I never know what to say to you. I didn't mean to upset you. Willow, I've loved you for a long time now. I've just been too afraid to say it. I've like you since I saw you at Halloween and you were in that outfit that showed your midriff and you had your hair all pinned up and do you remember when I kissed you at the factory?" Spike said tenderly.

"Yes, but you were drunk."

"I wasn't that drunk, luv."

"By the time I tried to bite you back at your dorm, I knew I was in love with you. I was serious, pet, I was going to turn you."

"No, you weren't, you were just looking to kill Buffy." Willow shot back.

"Well, pet, I am a vampire, I did want to kill the Slayer, but I also wanted to turn you, to keep you with me always. Since that night, I've been dreaming about us being together and I was so happy when we finally made love."

"Don't you mean shagged, Spike, I'm sure that's all it was to you when you realized you weren't going to get Buffy, once again you settled for me." She stood up to go.

"Willow" She made a move to leave and he grabbed her shoulders and spun her around.

"Let me g" Her words hung in the air as he delivered to her a mind-numbing kiss. It was full of passion and lust. It was as if every emotion she could ever feel was wrapped up in that kiss. Their tongues blended together in each other's mouths. Each kiss was more perfect than the last. Finally, for the purposes of breathing, she reluctantly pullled away. He held on tightly to her waist and looked deeply into her eyes.

"Willow please believe that I love you. I do with everything in me. Dru and the Slayer, they can't compare with you. I've never loved anyone as much, Red, never. Not even when I was mortal. The poem that I wrote, I wrote it from my heart."

"You actually wrote the poem yourself, Spike. It was the most beautiful thing I've ever read, it was...it was -- effulgent" Willow beamed.

Spike chuckled.

"What's so funny?" Willow asked hurt.

"Oh, something you said reminded me of when I was alive. I'll tell you about it later. Right now, all I really want is to make love to you. Do you forgive me, pet, please." He finished his pleading with long, slow kisses all over the upper part of her body, they were still in public after all. What did her in was when he sucked gently on her earlobe.

"Spiiiiiiike, yesssssss, I forgive you. Let's go upst..no, wait, we can't." Willow halted.

"Why not?" he pressed into her showing her the need for his urgency. "Don't you want to, pet." Spike pleaded.

"Yes, you know I do, Spike, but well, Riley's up there right now. He" Willow tried to explain.

"He's what! You slept with him. You're just like the rest of them. You're a bloody whore!" Spike said enraged.

Willow physically recoiled from his words, stepped away from him and slapped him. Before he knew what hit him, literally, she had bolted for the elevator leaving a devastated Spike behind. He stared at the elevator in a daze. Sobs wracked his body as he left the hotel and the love of his life behind.

Upstairs Willow collapsed against the door as her tears assaulted her. Why did love have to feel like this? Why did Spike have to act like that? He had just told her that he loved her and in the next moment he was calling her a whore. She wiped her tears away, removed her shoes, climbed into bed with Riley and fell into as deep a sleep as she could get with her heart broken.


	4. Chapter 4

Riley rolled over and ran into something soft and smooth and beautiful. Willow? Ow! His head hurt like hell. He sure wished he could remember last night. Willow looked like an angel while she was sleeping. He reluctantly climbed out of bed and realized he was still dressed. Since he didn't see Willow's clothes lying around, he surmised that she was to. So, at least he knew what hadn't happened last night. Not that he didn't want it to, eventually, but last night was their first official date, or at least it would have been if Hostile 17 hadn't sabotaged it. What he wouldn't give to be able to kill him, but that would hurt Willow.

Willow finally awoke to Riley's eyes on her. "Riley, you're up. How are you feeling?" she said sadly.

"Me, I'm...I'm fine. How are you?" Riley said.

"Oh, I'm okay. Why wouldn't I be?" Willow said detached.

"It's just you seem sort of lost. Willow, what exactly happened last night? Did I - did I take advantage?"

"What, no! It's nothing like that. You were a perfect gentleman, a drunk gentleman, but a gentleman none the less. Forrest helped me get you up here. And later, I was too tired to drive home, so I came back up here and went to sleep. I hope you don't mind."

"No, of course not. Are you sure that's all that happened?"

"Well, actually no it's not. After I brought you up here, I went downstairs to confront Spike. Set him up actually. I was going to get him into the Black and White dance at your fraternity. I figured that would teach him. But it didn't work out that way. We talked and...and" her words were choked out.

"And you made up?" Riley said dejectedly. "So I take it our date tonight is cancelled?"

"Well, no I'm sorry, I can't go out with you Riley, but that's not the reason. At first, Spike and I did make up and everything was wonderful, but then he wanted to come up here, and when I told him that we couldn't because you were up here. He jumped to the wrong conclusion and he called me, well he called me a bad word and I slapped him and it's - it's all over." Willow sobbed out.

Riley immediately went to hug her. She pulled her head away from his shoulder, "Sorry, Riley, I don't mean to keep involving you in all my problems".

"It's fine, Willow, really, I like hearing your problems. I don't mean I like your having problems, just that I'm glad I can help. You know what I mean, don't you Willow."

"Yes I do. Thank you." She gave him a reassuring smile.

"Well, I guess we'd better go. It should be checkout time soon. Spike must have robbed a very rich person to be able to afford this place."

"Spike, you called him Spike. That's progress, Riley. I mean it would be if he were actually in my life." she said with regret.

"Listen Willow, why don't we go out for a movie later, just as friends."

"I'd like that, call me later okay. I'm going to go on back to parent's house. Buffy's going to grill me if I go back to the dorm, and I just don't feel like going over everything again, you know? Anyway, speaking of Buffy, she's just getting over a perfectly meaningless relationship, so it's not like you'd be catching her on the rebound. Why don't you ask her out? I know you didn't seem interested before, but I know you would be if you just gave her a chance and I know she really thinks highly of you and you both have so much in common, being demon-fighters and all and she is smart, and very beautiful, I know she dresses a little trendy, but that's just because being a Slayer, she never really got a chance to do all the normal teenage stuff. That's just her way of being a teen. Please, so what do you say, give her a call?"

"I'll think about it, I mean if you thinks she's great she must be right, but then again, Hostile 17?"

She threw her pillow at him, "Oh, shut up!" she giggled.

The phone rang. A groggy Buffy picked it up. "No, Spike, she is noooooottttt here!!! For the last time, will you get a life, before I stake the undead one that you do have. She slammed it down. He had been calling every 10 minutes for the past 3 hours. She was going to kill Willow when she got home, but not before she killed Spike. She would have unplugged the phone, but she couldn't because of slayage.

Spike was being tortured with images of his Red and Soldier Boy. He wanted to kill him, but because of the stupid chip that the Initiative put in him; he couldn't even touch that bastard. How could he have been so wrong about Willow? She seemed so sweet, honest, and faithful. Not like the rest of the women in his life. But yet, here she was shagging someone else after one date. I mean sure she had slept with him without ever actually having gone on a date with him, but at least she had known him a while. But then again, she knew Riley for a little bit longer than she really knew Spike. But Riley had never tried to kill her. But then again, he had also never hung out with her. Spike had.

Ugh! He was sick of going back and forth in his head and he was sick of the headaches he got from thinking about killing Riley. He needed to get away. He needed sleep, but he didn't want to go back to his crypt. Back to where he had made love to Willow. But he still needed to be close to her, so he decided to go to her house. Same old Red, she hadn't revoked his invitation and he walked right on in.. He went up to her bedroom where he had slept the previous night. He climbed under her covers and dreamed that last night hadn't happened. That Willow was still lying in his arms.

Willow hurriedly entered her bathroom. She really needed a shower, she hoped it would clear her mind of images of Spike. Spike and her making love, Spike and her kissing at the restaurant, him calling her that word, her slapping him. She turned on the shower and leaned back into the water. Spike awoke with a start, he heard water running. He smelled Red. She smelled wonderful. Wait a minute, her smell. There was something about it. Something he had missed. He didn't smell Riley and he hadn't last night. She hadn't slept with him. He had overreacted. Damnit, now what was he going to do. Would she take him back after what he had called her. He had to try. She meant everything to him. He silently entered the bathroom.. If had had breath, it would have stopped in his throat. He could see her lathering herself through the shower curtain. She was glorious. He pulled the curtain back and gently caressed her from behind. She gasped, "Please don't".

"It's alright, Willow. It's me." he said huskily.

"Spike, what are you doing here, what do you want" she responded angrily.

"What I always want, Red, you.I know you didn't sleep with Soldier Boy."

"Oh now you know, huh, last night, I was a whore apparently and this morning you know that I didn't sleep with Riley. I'm not a rag doll, Spike. You can't keep going back and forth with me."

"I know, pet. I'm sorry, please forgive me, please." Spike pleaded while continuing with his caresses.

"No, I don't forgive you, Spike, now leave me alone for good." Willow cried out.

"Please don't ask me to go Willow, I love you and I think you love me too or at least you could if you tried. Please try, Red"

"Spike, no, not again. You can't..." he nibbled on her earlobes and her words were halted in mid-sentence. Damn him. He's good. He was going to have to learn that that wasn't always going to work. He moved his kisses further down her body. He was going to have to learn later, much later. She kissed him back with an all-consuming passion. He moaned into her mouth and growled when she ran her fingers through his hair. They made love in the shower and again later n her bedroom. Hours later they both collapsed from exhaustion.

The phone rang and since Spike was the most conscious he picked it up.

"Hostile 17, where's Willow!" Riley demanded.

"Oh, she's in bed, exhausted from our shagging." Spike happily informed him.

"I'm not going to fall for that twice." Willow mouthed 'give me the phone' with an angry expression on her face to Spike as she shoved him.

"Riley, um hi, I'm sorry about the movies I've not going to be able to go tonight. Maybe another time?" She got a loud growl from Spike. She smiled an evil smile back at him. "I mean why don't you ask Buffy, I know she'd love to and then tell her to call me with the details okay? I know. Thanks for looking out for me. I will. Bye."

"What was all that about, luv?"

"Don't talk to me, Spike, I can't believe you told him we were 'shagging'? How do you think that makes me feel? At least Riley treats me with respect" she said with a sniffle and turned away from him.

"I'm sorry, Red, I didn't mean to hurt your feelings. I just wanted him to back off and leave us alone. If I didn't have this chip, I'd be able to claim you, but.."

"Spike, you don't have to bite me to claim you. I'm yours. I love you and I'm in love with you and only you always. Spike we've only been together for 2 days and I've already lost count of the number of times we've argued. I'd rather be doing something else. Please promise me that we'll both be more secure about how we feel about each other."

"I promise I'll try, pet, but I think I need some more convincing that you love me." he said mischievously.

"Only if you tell me why you laughed when I said your poem was effulgent earlier." she laughed.

He assaulted her with kisses between his words. "Oh, well, once upon a time there was this handsome bloke named William..."

THE END


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